OraSure Technologies, Inc.
220 East First Street
Bethlehem, PA 18015
May 1, 2024
VIA EDGAR Submission
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attn: Jeanne Baker, Al Pavot
| Re: | ORASURE TECHNOLOGIES INC |
Form 10-K filed March 11, 2024
Item 2.02 Form 8-K filed February 27, 2024
Response filed April 10, 2024
File No. 001-16537
Dear Ladies and Gentlemen:
OraSure Technologies, Inc. (the “Company,” “we,” “us” or “our”) is submitting this letter in response to comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), received by letter dated April 26, 2024 (the “Comment Letter”), relating to the Company’s Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission on March 11, 2024 (the “Form 10-K”) and the Company’s Current Report on Form 8-K filed with the Commission on February 27, 2024. For your convenience, the Staff’s comment is reproduced in bold type below, followed by the Company’s response thereto.
Item 2.02 Form 8-K filed February 27, 2024
Exhibit 99.1
Orasure Technologies GAAP to Non-GAAP Reconcilation, page 10
| 1. | We note your response to prior comment 2. The underlying facts and circumstances that lead to the inventory reserve adjustments, including your decision to terminate the manufacturing of your Covid-19 products in Thailand, do not appear to be outside the normal course of your operations. With reference to Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures, please confirm that you will no longer exclude these inventory impairments from your non-GAAP measures. |
May 1, 2024
Page 2
Response:
We respectfully acknowledge the Staff’s comment and hereby confirm that we will no longer exclude these inventory impairments from our non-GAAP measures in future filings and disclosures.
| 2. | We note that you include an adjustment for accelerated depreciation in your determination of non-GAAP cost of goods sold, gross margin, operating income, net income (loss) and earnings (loss) per share. Confirm that you will no longer exclude accelerated depreciation from your non-GAAP measures. While the useful lives of the machinery and equipment utilized for InteliSwab® production in Thailand were shortened, the assets continued to contribute to revenue generation through the end of their useful lives. |
Response:
We respectfully acknowledge the Staff’s comment and hereby confirm that we will no longer exclude accelerated depreciation from our non-GAAP measures in future filings and disclosures.
If you or any other member of the Staff have any questions regarding the foregoing responses, would like to discuss any of the matters covered in this letter, or otherwise require additional information, please do not hesitate to contact the undersigned at (732) 841-5623.
| Sincerely, |
| /s/ Kenneth McGrath |
| Kenneth McGrath |
| Chief Financial Officer |
| cc: | Carrie Eglinton Manner, President and Chief Executive Officer, OraSure Technologies, Inc. |
Stefano Taucer, General Counsel & Corporate Secretary, OraSure Technologies, Inc.
Rachael M. Bushey, Goodwin Procter LLP
Justin M. Platt, Goodwin Procter LLP